Vodacom and Remgro have revised the terms of their high-profile R13 billion acquisition of fibre infrastructure group Maziv, signaling renewed confidence in finalizing the transaction. The restructuring comes amid ongoing regulatory scrutiny and aims to address competition concerns while optimizing the financial and operational structure of the deal.
In coordinated announcements on 18 July, both companies outlined the updated terms of the transaction, which centers on Vodacom’s acquisition of a significant stake in the fibre assets of Community Investment Ventures Holdings (CIVH). CIVH, which owns leading fibre network operators Vumatel and Dark Fibre Africa (DFA), is majority-owned by Remgro, holding a 57% stake.
Creation of Maziv and Revised Shareholding Structure
To facilitate the transaction, a new wholly owned subsidiary of CIVH — named Maziv — has been established. Under the revised agreement, Vodacom will acquire up to 40% of Maziv’s ordinary shares. Initially, Vodacom will contribute R4.9 billion worth of its own fibre assets, including fibre-to-the-home (FTTH), fibre-to-the-business (FTTB), and business-to-business transmission infrastructure, in exchange for newly issued shares in Maziv.
In addition to the asset contribution, Vodacom will inject R6.1 billion in cash to subscribe for new shares in Maziv. It will also purchase additional shares from CIVH for approximately R2.5 billion, bringing its total stake in Maziv to 30%.
Capital Restructuring and Dividend Adjustment
As part of the restructuring, Maziv plans to reset its capital structure by declaring a pre-implementation dividend of up to R4.2 billion. If this dividend is fully declared, Vodacom’s cash consideration will be reduced by R1.3 billion, lowering the total transaction value to R12.2 billion. Without the dividend, the deal would be valued at R13.5 billion.
This adjustment results in a pre-acquisition equity valuation of Maziv at R29.8 billion, or R34 billion if no dividend is declared.
Inclusion of Herotel and Potential Valuation Upside
Since the original deal was negotiated in 2021, Maziv has acquired a 49.96% stake in Hero Telecoms (Herotel), a move that further enhances its market position. Factoring in Herotel, the total transaction equity valuation could rise to between R29.8 billion and R36 billion, depending on the dividend outcome.
Regulatory Timeline and Appeal Process
The longstop date for the transaction has been extended to 20 September 2025, with a further extension option to 30 November 2025. This extension allows time for the Competition Appeals Court (CAC) to review the case.
Vodacom and Maziv are currently appealing the Competition Commission’s earlier prohibition of the deal. The appeal is scheduled to be heard — unopposed — on 22 July. While the Competition Commission and Tribunal initially rejected the transaction, the revised structure has addressed many of the concerns raised. Notably, the Competition Commission is no longer opposing the appeal, improving the likelihood of approval.
Strategic Significance
The revised deal reflects a strategic alignment between Vodacom and Remgro to consolidate and expand fibre infrastructure in South Africa. By combining Vodacom’s fibre assets with Maziv’s extensive network, the partnership aims to accelerate broadband access, improve service delivery, and support South Africa’s digital transformation.
If approved, the transaction will create one of the largest open-access fibre networks in the country, positioning Maziv as a key player in the future of South Africa’s digital economy.
